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Aspen Neuroscience: OrbiMed buys 1M IPO shares

The IPO activity also included a 1,000,000-share purchase at $15 per share, alongside conversions involving five preferred-stock series.

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Form Type
4

Rhea-AI Filing Summary

Aspen Neuroscience, Inc. (ASPE) preferred stock held by OrbiMed Private Investments VII, LP automatically converted into common stock in connection with the IPO’s completion, on a 1-for-9.8821 basis and for no additional consideration. The conversions involved Series Seed-2, Series A-1, Series A-2, Series B and Series C preferred stock. OPI VII also purchased 1,000,000 common shares in the IPO on November 2, 2026, at $15 per share. OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC jointly reported the transactions and disclaimed beneficial ownership except to the extent of any pecuniary interest.

Insider ORBIMED ADVISORS LLC, OrbiMed Capital GP VII LLC
Role Director, 10% Owner | Director, 10% Owner
Bought 1,000,000 shs ($15.00M)
Increase in Position 38.6%
Type Security Shares Price Value
Conversion Series Seed-2 Convertible Preferred Stock F1, F3, F4 196,541 $0.00 $0.00
Conversion Series A-1 Convertible Preferred Stock F1, F3, F4 642,745 $0.00 $0.00
Conversion Series A-2 Convertible Preferred Stock F1, F3, F4 616,984 $0.00 $0.00
Conversion Series B Convertible Preferred Stock F1, F3, F4 625,743 $0.00 $0.00
Conversion Series C Convertible Preferred Stock F1, F3, F4 507,119 $0.00 $0.00
Conversion Common Stock F1, F3, F4 196,541 -- --
Conversion Common Stock F1, F3, F4 642,745 -- --
Conversion Common Stock F1, F3, F4 616,984 -- --
Conversion Common Stock F1, F3, F4 625,743 -- --
Conversion Common Stock F1, F3, F4 507,119 -- --
Purchase Common Stock F2, F3, F4 1,000,000 $15.00 $15.00M
Holdings After Transaction: Series Seed-2 Convertible Preferred Stock — 0 contracts (Indirect, See footnotes); Series A-1 Convertible Preferred Stock — 0 contracts (Indirect, See footnotes); Series A-2 Convertible Preferred Stock — 0 contracts (Indirect, See footnotes); Series B Convertible Preferred Stock — 0 contracts (Indirect, See footnotes); Series C Convertible Preferred Stock — 0 contracts (Indirect, See footnotes); Common Stock — 3,589,132 shares (Indirect, See footnotes)
Holdings Before and After: Series Seed-2 Convertible Preferred Stock, 196,541 to 0 contracts (Indirect, See footnotes); Series A-1 Convertible Preferred Stock, 642,745 to 0 contracts (Indirect, See footnotes); Series A-2 Convertible Preferred Stock, 616,984 to 0 contracts (Indirect, See footnotes); Series B Convertible Preferred Stock, 625,743 to 0 contracts (Indirect, See footnotes); Series C Convertible Preferred Stock, 507,119 to 0 contracts (Indirect, See footnotes); Common Stock, 0 to 3,589,132 shares (Indirect, See footnotes)
Other Insiders: 3 other insiders reported open-market purchases of this stock in the 30 days up to this filing.
Footnotes (4)
  1. F1. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, as amended, each share of Series Seed-2 Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") was convertible, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Preferred Stock automatically converted on a 1-for-9.8821 basis into shares of Common Stock, for no additional consideration. Share numbers give effect to such conversion. The securities have no expiration date.
  2. F2. Reflects shares of the Issuer's Common Stock purchased in the Issuer's initial public offering.
  3. F3. Securities held by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VII. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OPI VII, except to the extent of its or his pecuniary interest therein if any.
  4. F4. This report on Form 4 is jointly filed by OrbiMed Advisors and OrbiMed GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated Peter Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
IPO purchase 1,000,000 shares Purchased November 2, 2026
IPO purchase price $15 per share Purchase on November 2, 2026
Common shares from Series Seed-2 conversion 196,541 shares Conversion on November 2, 2026
Common shares from Series A-1 conversion 642,745 shares Conversion on November 2, 2026
Common shares from Series A-2 conversion 616,984 shares Conversion on November 2, 2026
Common shares from Series B conversion 625,743 shares Conversion on November 2, 2026
Common shares from Series C conversion 507,119 shares Conversion on November 2, 2026
1-for-9.8821 basis financial
"automatically converted on a 1-for-9.8821 basis"
initial public offering financial
"completion of the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
voting and investment power regulatory
"may be deemed to have voting and investment power"
pecuniary interest regulatory
"except to the extent of its or his pecuniary interest"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ASPE shares did OrbiMed buy in the IPO, and at what price?

OrbiMed Private Investments VII, LP purchased 1,000,000 shares of Aspen Neuroscience common stock at $15 per share in the IPO on November 2, 2026. No Rule 10b5-1 plan is reported for the purchase; OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC jointly reported the transaction.

How did ASPE preferred stock convert in the IPO?

Each share of Series Seed-2, Series A-1, Series A-2, Series B and Series C convertible preferred stock automatically converted into common stock on a 1-for-9.8821 basis for no additional consideration. The reported share numbers give effect to the conversion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ORBIMED ADVISORS LLC

(Last)(First)(Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Aspen Neuroscience, Inc. [ ASPE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock11/02/2026C196,541A(1)196,541ISee footnotes(3)(4)
Common Stock11/02/2026C642,745A(1)839,286ISee footnotes(3)(4)
Common Stock11/02/2026C616,984A(1)1,456,270ISee footnotes(3)(4)
Common Stock11/02/2026C625,743A(1)2,082,013ISee footnotes(3)(4)
Common Stock11/02/2026C507,119A(1)2,589,132ISee footnotes(3)(4)
Common Stock11/02/2026P1,000,000(2)A$153,589,132ISee footnotes(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series Seed-2 Convertible Preferred Stock(1)11/02/2026C196,541 (1) (1)Common Stock196,541$00ISee footnotes(3)(4)
Series A-1 Convertible Preferred Stock(1)11/02/2026C642,745 (1) (1)Common Stock642,745$00ISee footnotes(3)(4)
Series A-2 Convertible Preferred Stock(1)11/02/2026C616,984 (1) (1)Common Stock616,984$00ISee footnotes(3)(4)
Series B Convertible Preferred Stock(1)11/02/2026C625,743 (1) (1)Common Stock625,743$00ISee footnotes(3)(4)
Series C Convertible Preferred Stock(1)11/02/2026C507,119 (1) (1)Common Stock507,119$00ISee footnotes(3)(4)
1. Name and Address of Reporting Person*
ORBIMED ADVISORS LLC

(Last)(First)(Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
OrbiMed Capital GP VII LLC

(Last)(First)(Middle)
601 LEXINGTON AVENUE, 54TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, as amended, each share of Series Seed-2 Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") was convertible, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Preferred Stock automatically converted on a 1-for-9.8821 basis into shares of Common Stock, for no additional consideration. Share numbers give effect to such conversion. The securities have no expiration date.
2. Reflects shares of the Issuer's Common Stock purchased in the Issuer's initial public offering.
3. Securities held by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VII. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OPI VII, except to the extent of its or his pecuniary interest therein if any.
4. This report on Form 4 is jointly filed by OrbiMed Advisors and OrbiMed GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated Peter Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC11/04/2026
/s/ Carl L. Gordon, Member of OrbiMed Capital GP VII LLC11/04/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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